[Form 4] Fundamental Global Inc. 8.00% Cumulative Preferred Stock Insider Trading Activity

Rhea-AI Filing Summary

Fundamental Global Inc. CFO Mark D. Roberson reported insider transactions dated 08/04/2025. The filing discloses a disposal of 12,083 common shares and the direct acquisition of pre-funded common stock purchase warrants for 30,000 shares. The warrants list a conversion/exercise price of $0.001 and show a $4.99 price in the filing; they become exercisable only after the company both increases authorized shares to 1,000,000,000 and the 21st day following a final information statement required under Nasdaq Rule 5635(d) (the "Initial Exercise Date"). The warrants have no expiration until fully exercised. The Form 4 is signed by Mr. Roberson on 08/08/2025 and identifies him as the company CFO.

Positive

• Acquisition of 30,000 pre-funded warrants giving the reporting person the right to acquire shares directly once exercise conditions are met
• Warrants have no expiration, preserving the ability to exercise when corporate and Nasdaq conditions are satisfied

Negative

• Disposition of 12,083 common shares by the CFO, which reduces his direct common-stock stake
• Exercise of warrants is contingent on increasing authorized shares to 1,000,000,000 and a Nasdaq Rule 5635(d) timing condition, delaying potential conversion

Insights

Financial Analyst

TL;DR: Insider sold a modest block of common stock and received pre-funded warrants to buy 30,000 shares, exercisable after charter and Nasdaq approvals.

The sale of 12,083 common shares is a straightforward disposition that reduces the reporting person’s direct common stock holding. Concurrently, the acquisition of 30,000 pre-funded warrants provides a mechanism to obtain shares later, subject to corporate amendments and a Nasdaq Rule 5635(d) timing condition. Key numeric facts include a $0.001 stated conversion price and an indicated $4.99 price element in the table, and the warrants are listed as direct ownership with no expiration. For valuation or dilution impact, investors will need the company’s total outstanding shares and market context, which are not provided here.

Corporate Governance Expert

TL;DR: Transaction reflects routine insider activity tied to a capital-structure action requiring shareholder/charter steps and Nasdaq rule timing.

The filing documents a contingent equity issuance mechanism: pre-funded warrants that cannot be exercised until the board/stockholder-level increase in authorized shares and a procedural Nasdaq waiting period are satisfied. This linkage to corporate governance actions is material to timing but not inherently dilutive until exercised. The lack of an expiration date for the warrants and the direct ownership designation simplify ownership tracing, but the contingent exercise conditions mean governance approval and regulatory timing will determine when dilution occurs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Roberson Mark D.

(Last) (First) (Middle)

C/O FUNDAMENTAL GLOBAL INC.

6408 BANNINGTON ROAD,

(Street)

CHARLOTTE NC 28226

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fundamental Global Inc. [ FGF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								12,083	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre - Funded Common Stock Purchase Warrant	$0.001	08/04/2025		A		30,000		(1)	(2)	Common Stock	30,000	$4.99	30,000	D

Explanation of Responses:

1. Exercise subject to the latter of the (i) effectiveness of articles of amendment to the Company's amended and restated articles of incorporation to increase authorized shares to 1,000,000,000 and (ii) 21st day following final information statement for Nasdaq Rule 5635(d) approval (the "Initial Exercise Date").

2. No expiration until exercised in full; exercise price pre-funded

	/s/ Mark Roberson	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Mark D. Roberson report on Form 4 for Fundamental Global (FGF)?

He reported a disposal of 12,083 common shares and the acquisition of pre-funded warrants for 30,000 shares, both dated 08/04/2025.

What are the exercise terms of the pre-funded warrants filed on 08/04/2025?

The filing lists a conversion/exercise price of $0.001 and shows a $4.99 price element; the warrants are payable once conditions in the explanation are satisfied.

When do the pre-funded warrants become exercisable?

They become exercisable after (i) the company’s articles of amendment increasing authorized shares to 1,000,000,000 are effective and (ii) the 21st day following the final information statement under Nasdaq Rule 5635(d) (the "Initial Exercise Date").

Do the warrants expire?

No. The filing states the warrants have no expiration until exercised in full.

Who signed the Form 4 and when?

The Form 4 was signed by /s/ Mark Roberson on 08/08/2025.